North Bay Resources : OTC Disclosure statement

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

North Bay Resources Inc.

A Delaware Corporation

PO Box 162

Skippack, PA 19474

________________________________

215-661-1100

www.northbayresources.com

[e-mail]

SIC Code: 1000

Annual Report

For the Period Ending: December 31, 2021

(the "Reporting Period")

As of December 31, 2021, the number of shares outstanding of our Common Stock was:

4,968,125,286

As of September 30, 2021, the number of shares outstanding of our Common Stock was:

4,947,455,643

As of December 31, 2020, the number of shares outstanding of our Common Stock was:

3,846,011,499

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes: ☐

No: ☒

Indicate by check mark whether the company's shell status has changed since the previous reporting period:

Yes: ☐

No: ☒

Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:

Yes: ☐

No: ☒

1. Name and address(es) of the issuer and its predecessors (if any)

1 "Change in Control" shall mean any events resulting in:

1. Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
2. The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
3. A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
4. The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3 February 2021)	Page 1 of 11

In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.

The Company was incorporated in the State of Delaware on June 18, 2004 under the name Ultimate Jukebox, Inc. On September 4, 2004, Ultimate Jukebox, Inc. merged with NetMusic Corporation, and subsequently changed the Company name to NetMusic Entertainment Corporation. On March 10, 2006, the Company ceased digital media distribution operations, began operations as a natural resources company, and changed the Company name to Enterayon, Inc. On January 15, 2008, the Company merged with and assumed the name of its wholly-owned subsidiary, North Bay Resources Inc. As a result of the merger, Enterayon, Inc. was effectively dissolved, leaving North Bay Resources Inc. as the remaining company.

The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):

The Company was incorporated in the State of Delaware on June 18, 2004 and is in good standing.

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:

None

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

None

The address(es) of the issuer's principal executive office:

PO Box 162, Skippack, PA 19474

The address(es) of the issuer's principal place of business:

Check box if principal executive office and principal place of business are the same address: ☒

Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?

Yes: ☐

No: ☒

If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:

N/A
2)	Security Information
Trading Symbol: NBRI
Exact title and class of securities outstanding: Common
CUSIP: 657488102
Par or Stated Value: 0.00001
Total shares authorized:	7,500,000,000	as of: 12/31/2021
Total shares outstanding:	4,968,125,286	as of: 12/31/2021
Number of shares in the Public Float2:	4,967,967,176	as of date: 12/31/2021
Total number of shareholders of record:	77	as of date: 12/31/2021

2 "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3 February 2021)	Page 2 of 11

Additional class of securities (if any):

Trading Symbol: None

Exact title and class of securities outstanding: Series A Preferred

CUSIP: None

Par or Stated Value: 0.001
Total shares authorized: 8,000,000	as of: 12/31/2021
Total shares outstanding: 4,000,000	as of: 12/31/2021

Trading Symbol: None

Exact title and class of securities outstanding: Series I Preferred

CUSIP: None
Par or Stated Value: 0.001
Total shares authorized: 100	as of: 12/31/2021
Total shares outstanding: 100	as of: 12/31/2021
Transfer Agent

Name: Colonial Stock Transfer Company, Inc.

Address 1: 66 Exchange Place, Suite 100

Address 2: Salt Lake City, UT 84111

Phone: [phone]

Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒

No: ☐

1. Issuance History

The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.

Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.

A. Changes to the Number of Outstanding Shares

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐

Shares Outstanding as of Second Most Recent Fiscal Year
End:	*Right-click the rows below and select "Insert" to add rows as needed.
Opening Balance

Date 12/31/2019

Common: 3,846,011,499

Preferred: 4,000,100

Date of

Transaction

Number of

Class of

Value of

Were

Individual/ Entity

Reason for share

Restricted or

Exemption

Transaction

type (e.g. new

Shares

Securities

shares

the

Shares were

issuance (e.g. for

Unrestricted

or

issuance,

Issued (or

issued

shares

issued to

cash or debt

as of this

Registration

cancellation,

cancelled)

($/per

issued

(entities must

conversion)

filing.

Type.

shares

share) at

at a

have individual

-OR-

returned to

Issuance

discount

with voting /

Nature of

treasury)

to

investment

Services

market

control

Provided

price at

disclosed).

3 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3 February 2021)	Page 3 of 11

the time

of

issuanc

e?

(Yes/No)

1/28/2021

New

176,190,476

Common

$37,000

Yes

Tangiers

Debt

Unrestricted

Section

Issuance

Investors LP/

Conversion

4(a)(2)

Michael Sobeck

3/22/2021

New

37,114,660

Common

$37,115

Yes

KBM

Debt

Unrestricted

Section

Issuance

Worldwide,

Conversion

4(a)(2)

Inc./Seth

Kramer

3/23/2021

New

113,000,000

Common

$113,000

Yes

KBM

Debt

Unrestricted

Section

Issuance

Worldwide,

Conversion/Fin

4(a)(2)

Inc./Seth

al Settlement

Kramer

4/1/2021

New

73,075,000

Common

$66,498

Yes

Typenex Co-

Debt

Unrestricted

Section

Issuance

Investment,

Conversion

4(a)(2)

LLC/ John Fife

8/4/2021

New

255,681,818

Common

$225,000

Yes

Typenex Co-

Debt

Unrestricted

Section

Issuance

Investment,

Conversion/Fin

4(a)(2)

LLC/ John Fife

al Settlement

8/12/2021

New

211,688,312

Common

$163,000

Yes

Tangiers

Debt

Unrestricted

Section

Issuance

Investors LP/

Conversion

4(a)(2)

Michael Sobeck

9/23/2021

New

234,693,878

Common

$115,000

Yes

Tangiers

Debt

Unrestricted

Section

Issuance

Investors LP/

Conversion

4(a)(2)

Michael Sobeck

10/18/2021

New

20,669,643

Common

$11,575

Yes

Tangiers

Debt

Unrestricted

Section

Issuance

Investors LP/

Conversion

4(a)(2)

Michael Sobeck

Shares Outstanding on

Ending Balance:

December 31, 2021

Common:

4,968,125,286

Preferred: 4,000,100

Example: A company with a fiscal year end of December 31st, in addressing this item for its quarter ended September 30, 2020, would include any events that resulted in changes to any class of its outstanding shares from the period beginning on January 1, 2018 through September 30, 2020 pursuant to the tabular format above.

Use the space below to provide any additional details, including footnotes to the table above:

B. Debt Securities, Including Promissory and Convertible Notes

Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities.

Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ☐

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3 February 2021)	Page 4 of 11

Date of	Outstanding	Principal	Interest	Maturity	Conversion Terms (e.g.	Name of Noteholder	Reason for
Note	Balance ($)	Amount at	Accrued	Date	pricing mechanism for	(entities must have	Issuance (e.g.
Issuance		Issuance	($)		determining conversion of	individual with voting /	Loan,
		($)			instrument to shares)	investment control	Services, etc.)
						disclosed).
12/29/2011	$624,773	$1,275,000	$118,090	12/5/2014	70% of the of the lowest	Tangiers Investors LP/	Loan
					VWAP of the Company's	Michael Sobeck
					common stock during the 20
					consecutive trading days
					prior to the date of conversion
2/3/2014	$72,500	$138,500	$10,446	11/3/2014	70% of the average of the 2	LG Capital Funding LLC/	Loan
					lowest VWAPs of the	Joseph Lerman
					Company's common stock
					during the 25 consecutive
					trading days prior to the date
					of conversion
4/10/2014	$34,486	$44,000	$8,201	4/10/2015	70% of the of the lowest	Caesar Capital Group,	Loan
					VWAP of the Company's	LLC/ Michael Woloshin
					common stock during the 5
					consecutive trading days
					prior to the date of conversion
7/14/2014	$84,059	$250,000	$24,988	7/14/2015	58% of the avg of the 3	JSJ Investments Inc./	Loan
					lowest VWAPs of the	Sameer Hirji
					Company's common stock
					during the 20 trading day
					period prior to conversion
9/4/2014	$83,750	$550,000	$8,556	9/4/2015	70% of the average of the 2	JMJ Financial/Justin	Loan
					lowest closing prices of the	Keener
					Company's common stock
					during the 25 trading day
					period prior to conversion

Use the space below to provide any additional details, including footnotes to the table above:

*All notes were issued as part of the Company's Ruby Mine project, which defaulted in FY 2016. As of December 31, 2016, all accrued interest on notes related to the Ruby Mine acquisition was written down as part of Loss on Forfeiture of Investment accounting as a result of the Company's default on the mortgage and loans related to the Ruby Mine project. As of the date of this report, settlement discussions with the remaining noteholders have not yet been completed. As of December 31, 2020 and December 31, 2021, accrued interest on the principal of the remaining valid notes was $231,902 and $170,281, respectively.

1. Financial Statements

A. The following financial statements were prepared in accordance with:

1. ☒ U.S. GAAP ☐ IFRS

2. The financial statements for this reporting period were prepared by (name of individual)4:

Name:	Perry Leopold
Title:	CFO
Relationship to Issuer:	President

4 The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS by persons with sufficient financial skills.

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3 February 2021)	Page 5 of 11